REPRESENTATIONS AND WARRANTIES PERTAINING TO THE COMPANY. The Company and Seller, jointly and severally, represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES PERTAINING TO THE COMPANY. Each of the Contributing Parties hereby represents and warrants, on a joint and several basis, to GERS as follows:
REPRESENTATIONS AND WARRANTIES PERTAINING TO THE COMPANY. The Company represents and warrants to KLA-Tencor and Merger Sub that, except as set forth on the Disclosure Schedule attached hereto as EXHIBIT D (specifically identifying the relevant subsection hereof):
REPRESENTATIONS AND WARRANTIES PERTAINING TO THE COMPANY. As a material inducement to the Buyer to enter into this Agreement, except as set forth on Schedules numbered to correspond with and relate to the individual Section numbers of this Article III, the Company represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES PERTAINING TO THE COMPANY. AND THE SELLERS 6 Section 3.1. Incorporation; Existence; Good Standing; Power and Authority; Qualification 6 Section 3.2. Due Execution; Binding Obligation 7 Section 3.3. Certificate of Incorporation, Bylaws and Minutes 7 Section 3.4. Capitalization; Sellers’ Ownership of Shares 8 Section 3.5. No Conflict 9 Section 3.6. Title to and Condition of Assets 10 Section 3.7. Consents 10 Section 3.8. Financial Statements 10 Section 3.9. No Undisclosed Liabilities 11 Section 3.10. Litigation, Claims or Disputes 11 Section 3.11. Legal Compliance 11 Section 3.12. Permits 11 Section 3.13. No Brokers 11 Section 3.14. Absence of Questionable Payments 11 Section 3.15. Real Estate 12 Section 3.16. Customers, Vendors and Suppliers 12 Section 3.17. Environmental, Health and Safety 12 Section 3.18. Insurance 12 Section 3.19. Borrowings, Guarantees, Bank Accounts 13 Section 3.20. Taxes 13 Section 3.21. Intellectual Property 14 Section 3.22. Employees and Labor Matters 18 Section 3.23. Employee Benefit Plans 19 Section 3.24. Material Contracts 22 Section 3.25. Disclosure 23 Section 3.26. Transactions with Directors, Officers, Affiliates, etc. 23 Section 3.27. Absence of Changes 23 Section 3.28. HSR 24 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 24 Section 4.1. Incorporation, Existence, Authority and Binding Obligation 24 Section 4.2. No Conflict 24 Section 4.3. Brokers 25 ARTICLE V ADDITIONAL COVENANTS 25 Section 5.1. Conduct of Business Prior to the Closing 25 Section 5.2. Books and Records 26 Section 5.3. Tax Matters 26 Section 5.4. Release and Termination 28 Section 5.5. Use of Name 29 Section 5.6. Governmental Consents 29 Section 5.7. Consents and Notices 30 Section 5.8. Instructions Regarding Payments from Escrow Account 30 Section 5.9. Employee and Benefit Matters 31 Section 5.10. No Transfer, Exercise or Conversion 31 Section 5.11. Joinder 31 Section 5.12. Conversion of Preferred Stock; Stockholders Agreement 31 Section 5.13. Further Assurances 32 ARTICLE VI CONDITIONS TO THE CLOSING 32 Section 6.1. Conditions to Obligations of the Sellers 32 Section 6.2. Conditions to Obligations of Buyer 33 ARTICLE VII INDEMNIFICATION 35 Section 7.1. Loss Defined; Indemnities 35 Section 7.2. Indemnification by Sellers 35 Section 7.3. Indemnification by Buyer 36 Section 7.4. Procedures for Indemnification 36 Section 7.5. Escrow 37 Section 7.6. Survival Limitation 38 Section 7.7. Limitations on Indemnification and Payment of Damages 39 Section 7.8. Cap 39 Section 7.9. Exclusive R...
REPRESENTATIONS AND WARRANTIES PERTAINING TO THE COMPANY. Seller Parties and the Company, jointly and severally, represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows:
